CERTIFICATE OF AMENDMENT
AND RESTATEMENT
OF CERTIFICATE OF INCORPORATION
OF
SITEK, INCORPORATED
It is hereby certified that:
1. The present name of the corporation is SITEK, Incorporated, a Delaware
corporation (hereinafter called the "Corporation"), which is the name under
which the Corporation was originally incorporated; and the date of filing the
original Certificate of Incorporation of the Corporation with the Delaware
Secretary of State was June 30, 1998.
2. The Certificate of Incorporation of the Corporation is hereby amended by
striking out Article 1 and by substituting in lieu thereof a new Article 1 which
is set forth in the Amended and Restated Certificate of Incorporation
hereinafter provided for.
3. The provisions of the Certificate of Incorporation of the Corporation as
heretofore amended and/or supplemented, and as herein amended, are hereby
restated and integrated into the single instrument which is attached hereto, and
which is entitled Amended and Restated Certificate of Incorporation of Prodeo
Technologies, Inc.
4. The amendments and the restatement herein certified have been duly
adopted in accordance with Section 242 of the General Corporation Law of
Delaware by at least a majority of the stockholders of the Corporation by
written consent in accordance with Section 228 of the General Corporation Law of
Delaware.
5. This Certificate of shall be executed, acknowledged, and filed, and
shall be effective upon filing with the Delaware Secretary of State in
accordance with Section 103 of the General Corporation Law of Delaware, as
amended and restated herein.
Dated: March 7, 2000. SITEK, Incorporated
/s/ Don M. Jackson, Jr.
------------------------------------
Don M. Jackson, Jr.
Chief Executive Officer and President
